WebAgent

Master Subscription Agreement

Read this agreement carefully. It contains a binding arbitration clause and a class-action waiver (Section 18) that govern how disputes between you and us are resolved. By creating an account, clicking "I agree", paying for the Service, or otherwise using the Service, you accept these Terms.

If you do not agree, do not create an account, do not pay, and do not use the Service.

You may opt out of the arbitration clause within 30 days of first acceptance by following the instructions in Section 18.7.


1. Parties and Acceptance

This Master Subscription Agreement (the "Agreement") is entered into by and between:

By (a) clicking a button or checking a box that says "I agree" (or similar), (b) completing payment via Stripe Checkout, (c) creating an account, or (d) accessing or using any part of the Service, you represent that (i) you have read and understood this Agreement, (ii) you accept it on behalf of yourself or the entity you represent, (iii) you are at least 18 years old, and (iv) if you are accepting on behalf of an entity, you are authorized to bind that entity.

This Agreement, together with the documents it incorporates by reference (Privacy Policy, Acceptable Use Policy, Refund and Cancellation Policy, Auto-Renewal Disclosure, DMCA Policy, and any order form or pricing page in effect at the time of purchase), constitutes the entire agreement between you and us.


2. Definitions

In this Agreement, capitalized terms have the meanings below.


3. The Service: What You Get and What You Do Not Get

3.1 What is included

For the duration of an active, paid Subscription, the Service provides you with:

(a) one (1) Generated Site composed from a curated template library, AI-assisted copy, and your Customer Content; (b) hosting of the Generated Site on Company's infrastructure (currently provided through Cloudflare Workers and R2 storage), with TLS, basic DDoS mitigation, and automatic content delivery; (c) the ability to connect one (1) Custom Hostname per Subscription via Cloudflare for SaaS, including automatic SSL provisioning; (d) basic email forwarding for one mailbox at your Custom Hostname (e.g., contact@yourdomain.com) where the upstream mail provider is Cloudflare Email Routing or an equivalent free forwarder we select; (e) access to the Customer dashboard for content edits, billing management, and Subscription cancellation; (f) standard email-based customer support during business hours (Sofia, Bulgaria local time), with no guaranteed response time at the MVP tier.

3.2 What is NOT included

The Service is sold on a subscription basis only. You acknowledge and agree that the following are expressly not included unless we agree in writing:

(a) Source-code export. You are not entitled to receive the HTML, CSS, JavaScript, build files, deployment configuration, or any other source artifacts of your Generated Site. You may export your Customer Content as described in Section 6.5. (b) Service-level credits, uptime guarantees, or SLAs. The Service is provided on a commercially reasonable best-effort basis. See Sections 7 and 14. (c) Custom design or development work. Generated Sites are produced from a fixed template library. We may, at our discretion and as a courtesy, accommodate small content changes; we are under no obligation to perform custom development. (d) Domain registration, transfer, or renewal. You are responsible for procuring and maintaining your Custom Hostname through a third-party registrar. We may, at our discretion, offer to register a domain on your behalf as a separately priced add-on; if we do, the registrar's terms control and we make no representation as to the registrar's pricing or policies after the first year. (e) Email mailbox hosting beyond the basic forwarder described above. Full mailbox hosting (e.g., Google Workspace) is a separately priced add-on. (f) Backups beyond what we maintain for our own operational needs. You should maintain your own copies of any Customer Content you consider important. (g) Compliance with industry-specific regulations (e.g., HIPAA, PCI-DSS, FERPA). The Service is not designed for, and you may not use it to host, content subject to regulations that require a Business Associate Agreement, payment-card data, or similar specialized safeguards. See the Acceptable Use Policy.

3.3 Beta features

We may, from time to time, label features as "beta", "preview", "experimental", or similar. Beta features are provided "AS IS" without any warranty, may be modified or discontinued at any time, and are excluded from any service-level commitment we may otherwise offer.


4. The Preview (Pre-Purchase Demonstration)

4.1 Nature of the Preview

We may, as part of our outreach, generate and host a Preview based on the public website of a business and email a link to that business or its representative. The Preview:

(a) is hosted at a <slug>.preview.calivina.com URL controlled by us; (b) carries an unmistakable banner stating that it is an unsolicited demonstration not affiliated with the business; (c) is configured to be excluded from search-engine indexing (X-Robots-Tag: noindex, nofollow); (d) may include AI Content composed from publicly available information about the business — such Content may contain inaccuracies, and we make no representation that Preview Content is correct or up to date; (e) is automatically deleted within 90 days unless the business converts to a paid Subscription or specifically requests retention.

4.2 No relationship from receiving a Preview

Receiving a Preview, viewing a Preview URL, or being mentioned in a Preview does not create any contractual relationship between you and us. Until you affirmatively accept this Agreement and complete payment, you owe us nothing and we owe you nothing in respect of the Preview.

4.3 Takedown of a Preview

A business that is the subject of a Preview, or any rights-holder whose intellectual property is depicted in a Preview, may request immediate takedown by emailing takedown@calivina.com or by submitting a notice through the form linked in the Preview's footer. We will action confirmed takedown requests within twenty-four (24) hours of receipt. Formal copyright takedowns are governed by our DMCA Notice and Takedown Policy.

4.4 No obligation on either side to convert

We are under no obligation to sell a Subscription to any recipient of a Preview, and no recipient of a Preview is under any obligation to purchase. Pricing or features shown on a Preview page are subject to change at any time prior to purchase.


5. Subscription Term, Auto-Renewal, and Cancellation

5.1 Initial Term

Your Subscription Term begins on the date your initial payment is successfully processed by Stripe. The initial Term is one (1) month for the monthly plan or one (1) year for the annual plan.

5.2 Automatic renewal — IMPORTANT

YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. At the end of each Subscription Term, your Subscription will automatically renew for an additional Term of the same length, and the Subscription Fee then in effect will be charged to your payment method on file, until you cancel.

The disclosures required by California Business and Professions Code §§ 17600–17606 (the "California Auto-Renewal Law"), New York General Business Law § 527-a, and similar laws of other U.S. states are set forth in the Auto-Renewal Disclosure, which is incorporated into this Agreement by reference and presented to you immediately before checkout.

5.3 How to cancel

You may cancel your Subscription at any time through any of the following channels, all of which are equally available and equally simple:

(a) the "Cancel Subscription" button in your Customer dashboard at calivina.com/dashboard/billing — a single click, followed by a confirmation, ends your Subscription; (b) by sending an email to cancel@calivina.com from the email address on your account; we will action the cancellation within one (1) business day; (c) for California residents, by mailing a written cancellation notice to Kniaz Boris 1 55, Sofia 1000, Bulgaria; we will action the notice within five (5) business days of receipt.

We have designed the cancellation flow to require no more steps than the sign-up flow, in compliance with the Federal Trade Commission's "Click to Cancel" rule (16 C.F.R. Part 425) and analogous state laws.

5.4 Effect of cancellation

When you cancel:

(a) your Subscription remains active until the end of the then-current Term (you do not lose access mid-Term); (b) auto-renewal is turned off; you will not be charged again unless you explicitly resubscribe; (c) within seven (7) days after the end of the Term, the Generated Site will be taken offline. The Generated Site, the underlying source code, and any Custom Hostname routing will be removed from our infrastructure. You will not be able to recover or export the Generated Site after this point; (d) you may export your Customer Content (the materials you uploaded or that we extracted from your public website with your permission) at any time during the Term and for thirty (30) days after the Term ends, by clicking "Export My Content" in your dashboard; (e) any Custom Hostname routing reverts; you should remove the CNAME/ALIAS records from your registrar.

THE LOCK-IN IS A MATERIAL PART OF THIS AGREEMENT. You have been clearly informed, before payment, that the Generated Site exists only while you are subscribed, and that you will not receive a copy of its source code or have any right to continue using it after the Subscription ends. The price of US$49 per month or US$379 per year reflects this fact.

5.5 Pre-renewal reminder (annual plans, California residents, others as required)

Where required by applicable law (including the California Auto-Renewal Law for annual subscriptions of US$200 or more, and similar laws of New York, Vermont, Illinois, and other states), we will send you an email reminder between fifteen (15) and forty-five (45) days before each annual renewal, restating the renewal price, the renewal date, and a one-click link to cancel. This reminder is sent to the email address on your account; you are responsible for keeping that address current.

5.6 Failed payment

If a renewal payment fails, we will attempt to re-charge your payment method up to three (3) times over fourteen (14) days. If all attempts fail, your Subscription will be suspended; thereafter the cancellation effects in Section 5.4 apply, and your Generated Site will go offline within seven (7) days of suspension.

5.7 Cancellation by us

We may cancel or suspend your Subscription at any time for material breach of this Agreement (including non-payment, AUP violations, or fraud) as further described in Section 16. We may also discontinue the Service in its entirety on at least thirty (30) days' notice, in which case we will offer you a pro-rata refund of any prepaid annual fees attributable to the unused portion of your Term.


6. Customer Content, Brand Assets, and Generated Site IP

6.1 Your ownership of Customer Content

As between you and us, you retain all right, title, and interest in and to your Customer Content. Nothing in this Agreement transfers ownership of your Customer Content to us.

6.2 License you grant us

You grant Company a worldwide, non-exclusive, royalty-free, sublicensable (to our hosting and processing sub-processors only), revocable-on-termination license to host, copy, display, modify (e.g., resize and re-encode images), and transmit your Customer Content solely for the purpose of operating the Service for you. This license terminates when your Subscription ends, except to the extent we must retain copies for archival, legal, or backup purposes for a limited period as described in our Privacy Policy.

6.3 Your warranties about Customer Content

You represent and warrant that:

(a) you own or have all necessary rights, licenses, and consents to authorize us to use your Customer Content as contemplated by this Agreement; (b) your Customer Content does not infringe any third party's intellectual-property, privacy, publicity, or other rights; (c) your Customer Content is accurate (in particular, factual claims about your business — founding year, awards, certifications, services offered, hours, prices — are true); (d) your Customer Content complies with the Acceptable Use Policy; (e) you have all necessary consents from any individuals depicted in photos you upload.

6.4 Indemnification of us for Customer Content

You will indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, action, loss, liability, judgment, settlement, fee, or cost (including reasonable attorneys' fees) arising out of or related to (a) your Customer Content; (b) your breach of Section 6.3; or (c) your violation of the Acceptable Use Policy. We will give you prompt notice of any such claim, allow you to control its defense (with counsel reasonably acceptable to us), and provide reasonable cooperation at your expense.

6.5 Your right to export Customer Content

At any time during your Subscription, and for thirty (30) days after it ends, you may download your Customer Content (as you provided it, or as we extracted it with your permission) via the "Export My Content" function in the dashboard. The export does not include the Generated Site source code; see Section 6.6.

6.6 Generated Site intellectual property

(a) Templates, platform code, AI prompts, and tooling are owned by Company or its licensors. They are protected by copyright, trade secret, and other laws. Nothing in this Agreement transfers any interest in them to you.

(b) AI Content composed for your Generated Site is licensed to you, not assigned. While your Subscription is active, you have a worldwide, non-exclusive, non-transferable, non-sublicensable license to use, display, and reproduce the AI Content as it appears in your Generated Site, solely as part of the Service. This license terminates when the Subscription ends; thereafter you may not continue to use the AI Content as a website or composed work, although you remain free to use any factual statements about your own business that you yourself supplied.

(c) The composed Generated Site as a whole (template + AI Content + Customer Content as composed) is licensed to you on the same basis: while subscribed, full use as your live business website; on termination, no continuing right.

(d) No reverse engineering, extraction, or resale. You will not (and will not authorize others to) copy, scrape, decompile, mirror, redistribute, or resell the Generated Site or any part of it (other than your own Customer Content), nor use the Generated Site as the basis for a competing service.

6.7 Feedback

If you send us suggestions, ideas, bug reports, or other feedback ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use that Feedback for any purpose, without compensation to you. We are under no obligation to act on Feedback or credit you for it.


7. Service Availability; No Uptime SLA at MVP Tier

7.1 Best-effort availability

We will use commercially reasonable efforts to keep the Service available. We do not guarantee any specific uptime percentage, and the Service may be unavailable from time to time due to maintenance, upgrades, third-party outages, force majeure, or other causes.

7.2 No service-level credits

The MVP plans (US$49/month and US$379/year) do not include service-level credits, refunds for downtime, or any uptime SLA. We may, in the future, introduce higher-tier plans that include service-level commitments; if so, those commitments will be set out in a separate document and will apply only to customers who subscribe to such plans.

7.3 Maintenance windows

We may perform planned maintenance at any time and will use reasonable efforts to schedule disruptive maintenance during low-traffic periods (typically 02:00–06:00 UTC). We are not required to provide advance notice of routine or emergency maintenance.

7.4 Third-party dependencies

The Service depends on infrastructure provided by third parties (including Cloudflare, Stripe, AI model providers, and email vendors). Outages or changes to those services may affect the Service. We are not liable for, and have no SLA obligation arising from, third-party-caused outages.


8. Fees, Billing, and Taxes

8.1 Subscription Fee

You will pay the Subscription Fee disclosed at checkout (the "Order"), in advance, on the first day of each Subscription Term, via Stripe. We accept the payment methods that Stripe makes available to us in your country.

8.2 Currency

All Subscription Fees are stated and charged in United States Dollars (USD), unless we expressly offer pricing in another currency at checkout.

8.3 Price changes

We may change the Subscription Fee for future renewal Terms by giving you at least thirty (30) days' email notice. The new price will apply at the start of the next renewal Term following the notice. If you do not agree to the new price, your sole remedy is to cancel your Subscription before the renewal Term begins; if you cancel, no new charge will be made and Section 5.4 governs.

8.4 Taxes

Subscription Fees are stated exclusive of any applicable taxes. You are responsible for all applicable sales, use, value-added, goods-and-services, withholding, or similar taxes, except for taxes based on Company's net income.

For U.S. customers, the Service is treated as software-as-a-service. We use Stripe Tax to collect and remit applicable state and local sales taxes in jurisdictions where the Service is taxable to your address (which may include, depending on the state, Texas, Washington, Pennsylvania, Connecticut, Massachusetts, Ohio, South Dakota, New Mexico, Hawaii, Iowa, Rhode Island, Tennessee, the District of Columbia, and others). The applicable tax is shown at checkout.

For non-U.S. customers, you are responsible for self-assessing and remitting any reverse-charge VAT, GST, or equivalent taxes in your jurisdiction. Where required (e.g., EU B2B sales), you must provide a valid tax ID at checkout.

8.5 Late payment

If we are unable to collect a Subscription Fee through Stripe, Section 5.6 (Failed payment) applies. Where permitted by law, overdue amounts bear interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

8.6 No price-match, no retroactive discounts

Discounts, promotional pricing, and coupons apply only as expressly stated and only for the Term in which they are applied. Renewal Fees default to the then-current standard price unless we have separately committed in writing to extend a discount.

8.7 Disputes

If you believe a charge is incorrect, you must notify us at billing@calivina.com within sixty (60) days of the charge date. We will investigate and respond in good faith. Initiating a chargeback through your card issuer without first attempting to resolve the issue with us may, at our discretion, result in suspension or termination of your Subscription under Section 16, and we reserve the right to recover the disputed amount and any chargeback fees.


9. Refunds and Cancellation Effects

The full Refund and Cancellation Policy is incorporated into this Agreement by reference. In summary:

(a) Monthly plan: no refunds. On cancellation, you retain access through the end of the paid month, and Section 5.4 applies. (b) Annual plan: seven (7) day money-back guarantee from the initial payment date. After day 7, no refunds are issued; you retain access through the end of the paid year, and Section 5.4 applies. (c) Free Previews: no refund applies (no payment was made). (d) Statutory rights under your local consumer-protection law (where you qualify as a consumer) are not limited by this Section.


10. Customer Conduct; Acceptable Use Policy

The Acceptable Use Policy ("AUP") is incorporated into this Agreement by reference. Without limiting the AUP, you will not use the Service to:

(a) host or transmit content that is illegal, infringing, defamatory, deceptive, harassing, or harmful; (b) attempt to gain unauthorized access to the Service or to any other user's account or content; (c) introduce malware, conduct phishing, or send unsolicited bulk email from infrastructure connected to the Service; (d) probe, scan, or test the vulnerability of the Service except under a written security-testing agreement with us; (e) impose an unreasonable load, attempt to circumvent rate limits, or use automated tools to scrape the Service; (f) resell, sublicense, or commercially redistribute the Service or any output of the Service except as expressly permitted.

We may, on suspicion of an AUP violation, suspend the Generated Site immediately and pending investigation; on confirmation, we may terminate this Agreement under Section 16.


11. AI Content; Customer Verification Obligation

11.1 The Service uses AI

You acknowledge and agree that the Service composes copy, layouts, image suggestions, and other elements of the Generated Site using AI systems (including large-language-model providers such as Anthropic, OpenAI, Google, and others). The output of AI systems may contain factual errors, omissions, or inaccuracies, even when the input is accurate.

11.2 Your verification obligation

Before publishing your Generated Site, you are responsible for reviewing all AI Content for factual accuracy, including but not limited to:

(a) business name, address, phone, email, and hours of operation; (b) founding year and ownership; (c) services offered, pricing, and any claims about pricing; (d) credentials, certifications, awards, ratings, or testimonials (if any are present); (e) geographic service areas; (f) any statement that could be construed as an advertising claim under the FTC Act, similar consumer-protection laws, or your industry's regulations.

You acknowledge that publishing inaccurate factual claims on a website you operate may expose you to liability, and you agree that you — not Company — bear that risk.

11.3 No factual warranty for AI Content

We disclaim any warranty as to the accuracy, completeness, currency, or reliability of any AI Content. To the maximum extent permitted by applicable law, AI Content is provided "AS IS".

11.4 No regulated-content output

The Service is not designed to produce, and you may not rely on AI Content for, medical, legal, financial, accounting, tax, psychological, safety, or other regulated advice. If your business operates in a regulated industry, you must have appropriately licensed personnel review the Generated Site before publication.


12. Privacy, Security, and Data Processing

Our Privacy Policy describes how we collect, use, share, and protect personal information about you and visitors to your Generated Site. The Privacy Policy is incorporated into this Agreement by reference.

To the extent the Service processes personal information of identifiable individuals on your behalf (for example, contact-form submissions made by visitors to your Generated Site), we act as a "processor" or "service provider" within the meaning of the General Data Protection Regulation, the California Consumer Privacy Act / California Privacy Rights Act, and similar laws. Our standard Data Processing Addendum (DPA) is available on request and is deemed entered into between you and us upon your request.

We implement and maintain commercially reasonable technical and organizational measures designed to protect against unauthorized access to and accidental loss of the data we process. No system is perfectly secure, and we do not guarantee against unauthorized access.


13. Confidentiality

Each party may receive non-public business or technical information from the other ("Confidential Information"). The receiving party will protect the disclosing party's Confidential Information using the same standard of care it uses to protect its own Confidential Information of similar sensitivity (no less than reasonable care), and will not disclose it to any third party except (a) to its own personnel and contractors with a need to know who are bound by confidentiality obligations, or (b) as compelled by law (in which case the receiving party will, where lawful, give prompt notice to the disclosing party).

This Section does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without confidentiality obligations, or is independently developed by the receiving party.


14. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE, THE GENERATED SITE, ANY PREVIEW, ANY AI CONTENT, AND ALL OTHER MATERIAL PROVIDED BY COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GENERATED SITE WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the disclaimers above apply to the maximum extent permitted by law and the remaining provisions of this Section remain in effect.


15. Limitation of Liability

15.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR ANY PREVIEW, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, WARRANTY, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100), OR (B) THE AMOUNTS YOU ACTUALLY PAID TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

15.2 No indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Carve-outs

The limitations in Sections 15.1 and 15.2 do not apply to (a) Company's indemnification obligations under Section 17; (b) liability that cannot be limited by applicable law (such as gross negligence, willful misconduct, or fraud, where such limitation is prohibited); or (c) your obligation to pay Subscription Fees.

15.4 Allocation of risk

You agree that the disclaimers and limitations in Sections 14 and 15 are a fundamental part of the bargain reflected in the Subscription Fee. Without these disclaimers and limitations, the Service would not be offered at the price stated, or at all.


16. Suspension and Termination

16.1 Termination by you

You may terminate this Agreement at any time by cancelling your Subscription as described in Section 5.3. Termination is effective at the end of the then-current Term.

16.2 Termination by us for cause

We may suspend or terminate this Agreement, in whole or in part, on notice (which may be by email) if:

(a) you fail to pay any Subscription Fee when due and the failure continues for seven (7) days after notice; (b) you materially breach this Agreement (including the AUP) and the breach is incapable of cure or, if curable, is not cured within ten (10) days of notice; (c) you become subject to insolvency proceedings, are liquidated, or make a general assignment for the benefit of creditors; (d) we reasonably believe your continued use creates a security or legal risk to us or to other users; (e) we are required to terminate by law, court order, or government request; or (f) we discontinue the Service, on at least thirty (30) days' notice (with pro-rata refund per Section 5.7).

16.3 Immediate suspension

We may suspend the Service immediately, without prior notice, if we reasonably believe that continued operation poses a risk to the security, integrity, or legality of the Service or of any third party (including suspected fraud, abuse, malware hosting, or material AUP violation). We will use reasonable efforts to notify you of the suspension promptly thereafter and to allow you an opportunity to cure where appropriate.

16.4 Effect of termination

On termination for any reason, Sections 5.4 (Effect of cancellation), 6.4 (Indemnification), 8 (Fees, to the extent of unpaid amounts), 13 (Confidentiality), 14 (Disclaimers), 15 (Limitation of Liability), 16.4 (Effect of termination), 17 (Indemnification), 18 (Disputes), and 19 (Miscellaneous) survive.


17. Indemnification by Company

17.1 Scope

Subject to Section 17.2, we will defend you against any third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes a U.S. patent, U.S. registered copyright, or U.S. registered trademark of that third party (a "Covered Claim"), and we will pay any final judgment or settlement of the Covered Claim that we authorize.

17.2 Conditions and exclusions

Our obligation under Section 17.1 is conditioned on you (a) giving us prompt written notice of the Covered Claim; (b) granting us sole control of its defense and settlement; and (c) providing reasonable cooperation at our expense. Our obligation does not apply, and you will indemnify us, to the extent the Covered Claim arises from (i) your Customer Content, including any content scraped from your existing public website with your permission and incorporated into the Generated Site; (ii) modifications to the Service not made by us; (iii) combination of the Service with other products, services, or data not provided by us where the claim would not have arisen but for the combination; (iv) your use of the Service in violation of this Agreement or applicable law; or (v) Beta features.

17.3 Sole remedy

If the Service becomes, or in our reasonable opinion is likely to become, the subject of a Covered Claim, we may, at our option and expense, (a) procure for you the right to continue using the Service; (b) modify the Service so that it no longer infringes; or (c) terminate your Subscription and refund any prepaid, unused fees. THIS SECTION 17 STATES OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR THIRD-PARTY INFRINGEMENT CLAIMS.


18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

18.1 Informal resolution first

Before initiating any formal proceeding, you and we agree to first attempt to resolve any dispute informally. You will send a written notice describing the dispute to legal@calivina.com, and we will respond within thirty (30) days. The parties will negotiate in good faith for at least thirty (30) days before either party may commence arbitration.

18.2 Agreement to arbitrate

Subject to Sections 18.4 and 18.7, you and Company each agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Service ("Dispute") will be resolved by binding individual arbitration, and not in court.

18.3 Arbitration rules and seat

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures (as in effect at the time of filing). The seat of the arbitration is Wilmington, Delaware, U.S.A. Hearings, if any, may be conducted by videoconference. The arbitrator will apply the substantive law of the State of Delaware (without regard to its conflict-of-laws principles). The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs except as the arbitrator may award.

18.4 Carve-outs

Nothing in this Section prevents either party from (a) bringing a claim that qualifies for small-claims court in the county where you reside (or, if you are not a U.S. consumer, in the small-claims forum of Wilmington, Delaware) and is brought solely on an individual basis; (b) seeking equitable relief in court for actual or threatened infringement, misappropriation, or violation of intellectual-property rights; or (c) initiating an individual action before any state regulator or attorney general where applicable law preserves that right.

18.5 No class actions; no consolidated proceedings

YOU AND COMPANY EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE-ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of multiple persons or preside over any form of representative proceeding. If a court or arbitrator finds this Section 18.5 unenforceable as to any claim or remedy, that claim or remedy must be brought in court (and is severed from arbitration), but the remainder of this Section 18 remains in force.

18.6 Mass arbitrations

If 25 or more substantially similar arbitration demands are filed against Company by or in coordination with the same counsel or organized group within a 90-day window, the parties agree to apply the JAMS Mass Arbitration Procedures (as in effect at the time of filing), with bellwether arbitrations and a stay of remaining cases pending resolution.

18.7 Your right to opt out of arbitration

You may opt out of this Section 18 by sending us a written notice within thirty (30) days of first accepting this Agreement. The notice must include your full name, the email address on your account, and the statement "I opt out of arbitration." Send to legal@calivina.com or by mail to Kniaz Boris 1 55, Sofia 1000, Bulgaria, attn. Legal. Opting out does not affect any other provision of this Agreement.

18.8 Survival

This Section 18 survives any termination of this Agreement and any termination or expiration of your Subscription.


19. Governing Law and Forum (for non-arbitrable matters)

This Agreement is governed by the law of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles, except that (a) the Federal Arbitration Act governs Section 18 to the maximum extent applicable, and (b) mandatory consumer-protection laws of your habitual residence may apply where they cannot be contractually waived.

For any matter not subject to arbitration under Section 18, the parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection based on inconvenient forum.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.


20. Modifications to this Agreement

20.1 Right to modify

We may modify this Agreement from time to time. We will post the updated Agreement at calivina.com/legal/terms with a new "last updated" date and will notify you of material changes by email at least thirty (30) days before the changes take effect.

20.2 Your options on material changes

If a material change is unacceptable to you, your sole remedy is to cancel your Subscription before the change takes effect; in that case, the cancellation is effective at the end of the then-current Term, and we will, on request, refund any prepaid annual fees attributable to the unused portion of any Term that begins after the change takes effect.

20.3 Continued use

Your continued use of the Service after a modification takes effect constitutes acceptance of the modified Agreement.

20.4 No retroactive change to arbitration

We will not retroactively apply changes to Section 18 to disputes that arose before the change. For changes to Section 18, you have ninety (90) days from the notice date to reject the change by written notice to legal@calivina.com; if you reject, the version of Section 18 in effect immediately before the change continues to apply to disputes between you and us until the next material change to Section 18 (which you may again reject).


21. Miscellaneous

21.1 Notices

Notices to you may be sent to the email address on your account. Notices to us must be sent to legal@calivina.com and, for any matter requiring formal legal notice, also by post to Kniaz Boris 1 55, Sofia 1000, Bulgaria, attn. Legal. Notices are effective when received (or, if sent by email, when transmission is completed without bounce-back).

21.2 Assignment

You may not assign this Agreement or any right under it without our prior written consent, and any purported assignment without consent is void. We may assign this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all our assets, without notice or consent. The Agreement binds and benefits the parties' permitted successors and assigns.

21.3 No agency

Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency, or franchise. Neither party may bind the other.

21.4 No third-party beneficiaries

This Agreement is for the benefit of the parties only and creates no rights in any other person.

21.5 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

21.6 No waiver

A failure to enforce any provision is not a waiver of the right to enforce it later.

21.7 Force majeure

Neither party is liable for any failure or delay in performance (other than your obligation to pay) that is caused by an event beyond that party's reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications outages, or natural disasters.

21.8 Electronic communications and signatures

You consent to receive communications from us in electronic form (including by email and through the Service), and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that they be in writing. You consent to use of electronic signatures (including click-through acceptance) in compliance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and similar laws.

21.9 U.S. export and sanctions compliance

You represent that you are not located in, organized in, or a resident of a country or region subject to comprehensive U.S. sanctions, and you are not on any U.S. government list of restricted parties. You will not use the Service in violation of any export-control or sanctions law of the United States, the European Union, or other applicable jurisdiction.

21.10 U.S. government end users

The Service is "commercial computer software" and "commercial computer software documentation" within the meaning of the FAR and DFARS. Any use, modification, reproduction, release, performance, display, or disclosure by U.S. government end users is governed solely by this Agreement.

21.11 Entire agreement

This Agreement (including the documents it incorporates) is the entire agreement between you and us regarding the Service and supersedes all prior or contemporaneous understandings, communications, or agreements, written or oral. In the event of conflict between this Agreement and an incorporated document, this Agreement controls except to the extent the incorporated document expressly states otherwise.

21.12 Headings

Section headings are for convenience only and do not affect interpretation.

21.13 Language

This Agreement is drafted in English. Any translation is provided for convenience only; the English version controls.


22. Contact

Mail: Galactiv EOOD, Kniaz Boris 1 55, Sofia 1000, Bulgaria, Bulgaria


Document version 1.0.0 — effective 2026-04-29. Prior versions remain available at calivina.com/legal/terms/archive.